The history of American mergers and acquisitions is a concentrated reflection and representative of the history of western mergers and acquisitions.

Since 1898, American enterprises have set off five waves of mergers and acquisitions.

1. The first wave of mergers and acquisitions

This wave of mergers and acquisitions took place between 1898 and 1903.

It is characterized by horizontal mergers and acquisitions, which makes capitalism quickly transition from free competition to monopoly and forms a large number of monopoly enterprises.

In these five years, the industrial structure of the United States has undergone important changes. The scale of the 65,438+000 largest companies increased by 400%, controlling 40% of the country's industrial capital.

There are two reasons for the end of this wave of market: first, 1903, the United States experienced economic recession, the stock market was depressed, the stock price plummeted, and M&A's funding sources were insufficient; Second, marked by the promulgation of the Sherman Act, the United States launched an anti-monopoly movement, and * * * began to curb mergers and acquisitions that led to monopoly.

2. The second wave of mergers and acquisitions

This wave of mergers and acquisitions took place in the 1920s, and 1929 was * * *.

The biggest feature of the second wave of mergers and acquisitions is the emergence of a considerable scale of vertical mergers and acquisitions.

Although horizontal mergers and acquisitions are still the mainstream, vertical mergers and acquisitions are all the rage.

This M&A mainly happened in automobile manufacturing, petroleum industry, metallurgy industry and food processing industry, which strengthened the concentration of the first M&A wave and the degree of competition among enterprises.

1929 The American economic crisis led to the end of this wave of mergers and acquisitions.

3. The third wave of mergers and acquisitions

This wave of mergers and acquisitions took place in the 1950s and 1960s after World War II.

It is characterized by mixed mergers and acquisitions.

Through this cross-departmental and cross-industry mixed merger and acquisition, a number of large enterprises with diversified operations have emerged in the United States.

This wave of mergers and acquisitions ended in the oil crisis in the 1970s.

4. The fourth wave of mergers and acquisitions

This wave of mergers and acquisitions lasted from the mid-1970s to the end of 1980s, with 1985 as * * *.

It has the following characteristics: (1) The emergence of junk bonds, a new financing tool with high risks and high returns, has created conditions for leveraged buyout (LBO) and MBO.

The combination of leveraged buyout (LBO) and operator buyout (MBO) has created a group of brand-new "active investors".

They are investors (clients) and operators (agents), and they have greater motivation to pursue the maximization of shareholders' interests, thus reducing the agency cost of enterprises; (2) The divestiture transaction is adopted by many large comprehensive companies.

By splitting transactions, the parent company separates its subsidiaries into independent entities or sells them to other enterprises.

It is estimated that this kind of transaction accounts for about 1/3 of the total transaction volume.

Through this transaction, enterprise managers get rid of the burden and focus on the most efficient business, thus improving the operating efficiency of enterprises; (3) The hostile takeover ratio is high.

The United States began to fall into recession from 1990, and the fourth vigorous wave of mergers and acquisitions also entered a temporary low tide.

5. The Fifth M&A Wave

This wave of M&A has been going on since the mid-1990s, with the M&A in high-tech fields from 2000 to 200 1 year as * * *.

It has the following characteristics: (1) Cross-border mergers and acquisitions are surging.

For example, Texas Public Utilities Company of the United States acquired British Energy Group, Universal Studios of the United States acquired Polly Grom of the Netherlands, Daimler of Germany acquired Chrysler of the United States, and BP acquired Amoco Oil of the United States; (2) Strong cooperation attracts people's attention.

For example, the sum of Citibank and American insurance giant Traveler Group is as high as $72.5 billion, which is the most extensive international financial group in the world. Daniel F. Akerson bought American Mobil Company for nearly $79 billion, creating the world's largest oil company. AOL and time warner Inc. established AOL- time warner Inc. Company, with a transaction amount of more than 654.38+04 billion US dollars, building the world's largest online media group; (3) Most enterprises gradually give up leveraged buyouts, and financial buyouts give way to strategic acquisitions, and enterprises begin to consider mergers and acquisitions from the strategic perspective of their own development.

Second, the historical review of mergers and acquisitions in China

Merger and Acquisition (M&A) only appeared after China's reform and opening up. 1984 has been known and accepted by people for more than 20 years.

The history of M&A in China can be divided into the following stages.

1. exploration stage (1984— 1987)

1In July, 1984, Baoding Textile Machinery Factory and Baoding Boiler Factory merged Baoding Knitting Equipment Factory and Baoding Blower Factory respectively in the form of assuming all debts, which opened the prelude to the merger and reorganization of enterprises in China.

Subsequently, M&A began to be popularized in major cities in China.

M&A in this period has the following characteristics: (1)M&A is small, and all of them are carried out in the same area and industry; (2) M&A headed by * * aims at eliminating losses and reducing financial burden; (3) M&A mainly involves taking on debts and contributing to purchase.

2. The first wave of M&A (1987— 1989)

After 1987, * * issued a series of policies to encourage mergers and acquisitions, which contributed to the first merger.

According to the statistics of relevant departments, in the 1980s, 6,226 enterprises in 25 provinces, municipalities, autonomous regions and 13 cities with separate plans merged 6,966 enterprises, * * * transferred assets of 8.225 billion yuan, and reduced the number of loss-making enterprises by 4,095 yuan.

The characteristics of M&A in this period are: (1) Cross-regional and cross-industry M&A appeared; (2) The emergence of new M&A methods such as holding; (3)M&A's motivation is from simply eliminating losses to improving enterprise vitality and optimizing economic structure development; (4) The local property rights trading market began to appear.

3. The second wave of M&A (1992-2001)

1992 comrade Xiaoping's southern tour speech established the reform direction of market economy and promoted the process of merger and reorganization of Chinese enterprises.

With the development of property rights trading market and stock market, listed companies appear, and transnational mergers and acquisitions of state-owned enterprises and China enterprises by foreign capital are constantly emerging.

The characteristics of M&A in this period are: (1) The scale of M&A is further expanded; (2) The property rights trading market is generally on the rise, which has played an important role in the merger and reorganization of enterprises; (3) Equity acquisition of listed companies has become an important way of enterprise merger and acquisition; (4) The hybrid M&A with capital as the link has developed, and a number of excellent enterprise groups have emerged; (5) Private enterprises and foreign-funded enterprises have participated in mergers and acquisitions, and the main body of mergers and acquisitions is no longer limited to state-owned enterprises.

4. The Third M&A Wave (2002-present)

China formally joined the WTO in 2002, which not only reflected the trend of economic globalization, but also promoted the integration of China with the world economy.

China has successively promulgated a series of merger and acquisition laws and regulations, such as Provisions on Guiding the Direction of Foreign Investment, Catalogue of Industries Directed by Foreign Investment, Interim Provisions on Restructuring State-owned Enterprises with Foreign Capital, Measures for the Administration of Acquisition of Listed Companies, Measures for the Administration of Information Disclosure of Listed Companies in changes in equity, Notice on Issues Related to the Transfer of State-owned Shares and Legal Person Shares of Listed Companies to Foreign Investors, and Interim Provisions on Merger and Acquisition of Domestic Enterprises by Foreign Investors.

The formulation of these laws and regulations is bound to trigger a new round of mergers and acquisitions.